,Journal of Financial Economics 8 (1980) 139-178. 0 North-Holland Publishing Company

THE EFFECTS OF CAPITAL STRUCTURE CHANGE ON SECURITY PRICES

A Study of Exchange Offers

Ronald W. MASULIS*

Uttirwsit) oj Califomiu, Loa Angeles, C.4 90024. liSA

Received March 1979, final version received February 1980

Thus study considers the impact of capnal structure change announcements on securrty prices. Statrstically srgnificant price adjustments m firms common stock, preferred stock and debt related to these announcements are documented and alternatlv,e causes for these price changes are examined. The evidence is consistent with both corporate tax and wealth redistrrbutron effects, There IS also evidence that firms make decisions which do not maxrmrze stockholder wealth. In additron, a new approach to testmg the sigmticance of publrc announcements on security returns IS presented.

I. Introduction

Corporate finance theory has not yet determined the consequences of fragmenting a firms probability distribution of future market value into classes of securities. Modigliani- Miller (1958) demonstrate that when production-investment decisions are held fixed. the value of a firm is invariant to the composition of its capital structure given a perfect capital market (frictionless and perfectly competitive) and no taxes. Fama-Miller (1972. pp. 167-170) further demonstrate that under the added condition of complete protective covenants or me-first rules the values of a firms individual securities are invariant to capital structure changes. However, the

*This is based on my Ph.D. disscrtatron wrrtten at the Universrty of Chicago. I would like to thank my committee ~ Nicholas Gonedes, Albert Madansky. Merton Miller. Harry Roberts, Myron Scholes, and especially my chanman, Robert Hamada -~ for therr help and encourage- ment. I have also benefitted from the suggestions of Walter Blum, Stephen Brown. Paul Cootner, Harry DeAngelo, Lawrence Fisher, George Foster, Michael Jensen, Roger Ibbotson, John Long, David Mayers, Wayne Mikkelson, Clifford Smith, G. William Schwert. the referee, Richard Ruback, and the participants in the finance workshops at Chicago, Rochester. UCLA and elsewhere. This study was partially supported by the Center for Research in Securrty Prices at the University of Chicago. The author takes full responsibility for remaining errors.

In this proof, Modigliani-Miller assumed that the firms debt was riskless. However, this was later shown to be only a simplifying assumption; see Fama-Miller for risky debt wrth perfect me-first rules and Fama (1978) for risky debt without perfect me-first rules.

firm value and security value invariance propositions can fail under cor- porate and personal taxation (or bankruptcy costs) and under incomplete protective covenants, respectively, In short, various currently held theories make very different predictions as to the relationships between capital structure and the valuation of the firm and its individual securities.

Classic microeconomic theory presumes that firms act solely to maximize securityholders wealth or firm net present value. But Jensen-Mecklings (1976) careful exploration of the agency relationships of corporate organi- zation suggests that incentive conflicts can motivate maximization of stock- holder wealth or management wealth at the expense of firm value maximi- zation. In a similar vein, Bulow-Shoven (1978) analyze situations where management is induced to maximize wealth of debtholders. Thus, the existence of incentive conflicts provides a variety of motivations for capital structure changes.

This study tests the predictions of many of the currently held theories by analyzing the effects which particular capital structure changes have on the market prices of the firms securities. Other studies have not controlled for asset structure changes which occur at the time of capital structure changes. This study avoids this problem by analyzing two instances where corporate financial decisions result in close approximations to pure capital structure changes: intrafirm exchange offers and recapitalizations. These two events are unique in that they do not entail any firm cash inflows or outflows (with the exception of expenses) while they cause major changes in the firms capital structure. These changes are effected through a private exchange between the firm and one or more classes of its securityholders.

Section 2 reviews the current theories of optimal capital structure and sets forth the predicted price adjustments for major security classes according to the type of exchange offer announced. Section 3 describes the exchange offer process and the related data sample. Section 4 introduces a new metho- dology for testing the significance of exchange offer announcements on the portfolio rates of return of the firms common stock. preferred stock. and debt. Section 5 presents portfolio daily returns surrounding tender offer

>For ~n~lancc. a new issue of debt ~n~oIbe\ a ca!,h ~nflov. whllc a rcpurchasc of equity causes a

cash outflow. These simultaneous cash flows result in equal changes m the value of the firms

assets and. 111 general, change the distrlbutlonal properties of the fnms asset structure at the

exact moment of the capital structure change. Consequently most recent studlcs of capital

structure changes are contaminated by simultaneous asset structure changes. Honess Chen-

Jatusipitak (1974) studlcd the impact of issuing additional debt by 23 utility companies on

common stock weekly residual rates of return; Kim~McConnell~C;reenwood (1977) studied the

impact of formation of 24 captive financing subsidiaries on the common stock and long term

debt monthly residual rates of return; and Masulis (1980) studied the impact of the announce-

ment of 199 stock tender offers on common stock daily rates of return. An earlier study by

Scholes (1972) analyzed the impact of announcements of 696 rights Issues for common stock on

common stock monthly rates of return. It is slgmticant that in each of these studies the common

stocks announcement return was directly related to the directlon of the leverage change.

announcements for major security classes. The security returns comprising these portfolios are futher segregated by type of exchange offer to isolate their potential economic causes. Section 6 summarizes the findings and implications of this study.

2. Review of corporate finance theory

Major theories of capital structure hypothesize two valuation effects arising from capital structure change: a corporate tax effect and an expected cost of bankruptcy effect. Changes in a firms after tax value predicted by these theories imply like directional changes in the values of the firms individual risky securities.

In a world with corporate taxation, tax deductible interest payments subsidize the issuance of debt [Modigliani Miller (1963)]. Increasing out- standing debt increases a firms tax shield; this in turn increases a firms value by the amount of the tax shield capitalized over its life multiplied by the corporate tax rate. With the introduction of differential personal taxation across investors, where debt interest income is taxed at a higher rate than capital gains income derived from stock, the earlier Modigliani- Miller conclusion is no longer definitive. In this case, corporate tax deductions are at least partially offset by additional personal tax liabilities of the acquiring debtholders. Miller (1976) shows that for equilibrium to exist in a perfect capital market with corporate and differential personal income tax rates, debt policy can have no effect on firm market value. In this case, a given firm

should be indifferent to the level of outstanding debt since there is no optimal level of debt for the firm (though there is an optimal aggregate level of debt).

With the introduction of investment tax shields or leverage related cost, DeAngelo-Masulis (1979) demcnstrate that the existence of a personal tax bias against debt income diminishes but does not eliminate the net corporate tax benefit of debt.4 Moreover, a unique optimal capital structure will often exist in this tax environment, where at the margin, the corporate tax advantage of debt exactly offsets the personal tax disadvantage of holding debt. Given the conflicting predictions of these competing theories. resolution of this controversy requires empirical evidence.

For a descrqtion of the assumed relationship between the firm value and the values of risky debt and equity. see Black-Scholes (1973) and Merton (1974), and for the relatmnshlp between firm value and the value of preferred stock. see Merton (1974). A somewhat different argument IS made by Kraus-Litzenberger (1973). Brennan Schwartz

(1978) and Kim (1977) who link the usefulness of the debt tax shield to the probability of solvency. Their models also imply that the present value of the debt tax shield increases at a decreasing rate since the probability of bankruptcy IS rismg with the increase in debt.

142 R. W Masulis, EfJects of exrhange offers on security prices

2.2. Expected costs of bunkruptcy und reorganization

Baxter (1967), RobichekkMyers (1966), KraussLitzenberger (1973) and Scott (1976) argue that the expected cost of involuntary bankruptcy and reorganization (Chapters X and XI proceedings) has a significant impact on the value of a levered firm. These costs include lawyers and accountants fees, court costs, and the cost of managerial time consumed in bankruptcy and reorganization proceedings.5 Furthermore as the probability of incurring these costs of bankruptcy rises, the value of the firm decreases. Consequently, a firm altering its leverage (defined as the face value of debt divided by the market value of the firm) should experience a like change in the probability of bankruptcy, causing an opposite change in its value. This change in firm value must cause an equal change in the sum of the market values of the firms risky securities, with the impact being shared among all these securities.

Firms in financial distress often prefer a voluntary recapitalization or merger rather than involuntary bankruptcy and reorganization (bank- ruptcy proceedings under Chapters X and XI). For example, if a financially distressed firm successfully recapitalizes through an exchange offer, thereby avoiding bankruptcy, Goulds (1973) analysis suggests that the expenses of the exchange offer are the only costs of bankruptcy and reorganization borne by the firm. Similarly, HaugenSenbet (1978) show that costs of a debtholder takeover and voluntary firm recapitalization represent an alter- native upper bound on bankruptcy costs (debtholders purchasing the firms stock). These studies imply that the costs of anticipated present and future exchange offers make up a large proportion of the expected costs of bankruptcy and reorganization.

Combining corporate taxes and bankruptcy costs. the models of Robichek-Myers and KraussLitzenberger yield predictions of an optimal capital structure where increases in leverage beyond the optimum lead to expected marginal bankruptcy costs which exceed the marginal tax benefits of debt. while decreases in leverage below the optimum lead to a loss of marginal tax benefits of debt which exceeds the savings in expected marginal bankruptcy costs. Consequently, if managers maximize firms net present values, these taxxbankruptcy cost models will predict net positive tax effects when firms increase leverage and net positive expected cost of bankruptcy savings when firms decrecrse leverage.

The second theory of capital structure change associated with leverage costs arises from the agency costs associated with the separation of manage- ment and ownership in the firm. These agency costs increase as managers

5Warners (1976) estimates of the direct costs of bankruptcy for a limited sample of railroads indicate that their magnitude is small relative to lirm value. Also there are the previously mentloned leverage related costs which Jensen Meckling define as agency costs.

R.W Musulis, Effects of exchunge ofers on security prices r43

own less of the firms equity since the optimal monitoring of managerial decisions and the level of perquisite consumption by management rises. The introduction of debt decreases these stockholder-manager agency costs by increasing the managers proportional ownership in the firms equity. However, as the leverage rises, a second agency cost arises - that between stockholders and bondholders -- and for sufficiently large leverage this cost will exceed the stockholder-manager agency costs savings. The resulting agency cost function is convex. yielding an optimal capital structure at the point where total agency costs are minimized (see Jensen-Meckling). This models qualitative predictions of firm valuation effects from leverage change do not appear easily distinguishable from those of the corporate tax- bankruptcy cost models of RobichekkMyers and Kraus--Litzenberger. However, the Jensen-Meckling model also allows for wealth redistributions among classes of securityholders, an effect explained below.

2.3. Weulth redistributions and incomplete protective couencmts

Unlike the previous two hypotheses, which predict changes of the same sign in both firm value and security prices, the wealth redistribution hypothesis predicts offsetting changes in the values of individual classes of securities and no change in firm value. Protective covenants or me-first rules are defined as incomplete if management can change the firms asset or capital

structure to redistribute wealth among classes of securityholders (Fama- Miller). As Jensen Meckling clearly show, securities with incomplete pro- tective covenants can exist because the costs of monitoring and enforcing complete protective covenants exceed the value of the protection obtained from having them (in terms of higher security prices).? In other words. given that securities with incomplete protective covenants are less costly to supply due to lower monitoring and enforcement costs. and given that investors assess these securities to be less valuable due to the probability of future losses, we should observe these securities to have lower market prices than otherwise equivalent securities. Consequently. while holders of outstanding securities with incomplete protective covenants (particularly preferred stock and debt) are subject to potentially adverse redistributions of wealth, they receive implicit market determined compensation for being subject to these potential losses through the securitys lower purchase price.

See Fama Miller and Fama (1978) for further discussion of protecttve covenants. Smith Warner (1979) describe alternatlve forms that those protective covenants can take on.

See Galai Masulis (1976). case study 2 In particular, and also Litzenbergcr Sosin (1977) for examples.

Even without the existence of transaction costs of supplytng protective covenants, securities with incomplete protective covenants sell at a lower prxe due to demand side considerations alone as Black-Cox (1976) demonstrate for some special cases with incomplete protective covenants.

Capital structure changes can induce redistributions of wealth when there are explicit or implicit limitations in securities protective covenants. Protective covenants are explicitly incomplete if one or more classes of senior securities fails to strictly preclude increases in the amount of securities of equal or senior standing. Protective covenants are implicitly limited if the courts choose not to adhere strictly to the absolute priority rule in the adjudication of bankruptcy cases. This rule states that in any plan of reorganization, beginning with the topmost class of claims against the debtor, each class in descending rank must receive full and complete compensation for the rights surrendered before the next class below may properly participate, thus suggesting that even complete protective co- venants can be rendered ineffective in a bankruptcy proceeding.

It follows from the preceding analysis that particular capital structure changes result in different wealth redistributions. The exchange of additional debt for existing common stock, which is not fully anticipated, causes outstanding debtholders to bear an adverse redistribution of wealth because of implicitly and possibly explicitly incomplete protective covenants. At the same time the preferred stockholders are made worse off by the conversion of junior claims (common stock) into senior claims (debt). The common

stockholders, who are the residual claimants of the firm, gain, since a portion of their junior claims are converted into senior claims of greater market value.

Under an exchange of preferred stock for existing common stock, out- standing preferred stockholders experience an adverse redistribution of wealth analogous to that experienced by outstanding debtholders in the previous case, while the impact on common stockholders is qualitatively identical to the previous case. Furthermore, there is no direct impact on the debtholders from explicitly incomplete covenants.r3

Under an exchange of debt for existing preferred stock, preferred stockhol- ders who are able to convert at least a portion of their lower priority preferred stock claims for higher priority debt claims at their pre-

The existence of transaction costs of changing the asset or caprtal structure offers a certain degree of natural protectton to securityholders with mcomplete protective covenants, srnce tn both cases there are transactron costs borne by the firm in the process of rcdrstrtbutmg wealth among classes of securityholders, Technological limitations on the number of profitable Investment projects also offer some measure of natural protection.

For a further discusston of this legal definition, see Blum (1958) and Blum and Kaplan (1974).

r See Collier on Bankruptcy (1972, 6A td. 11.06 pp. 613 617). However the degree of compensation to more senior clatmants wdl generally .exceed the

degree of compensatton paid to junior claimants for their respectrve clatms on the insolvent firms.

However, debtholders can experience a small negattve effect from tmplicitly mcomplete covenants since the level of priority of junior claims has increased. Specdically. the issuance of preferred stock for common stock increases the probability that m a bankruptcy/reorgamzation the junior securityholders will receive a larger share of the firms assets.

R.W Maw/is, Eflecrs oJ exchunge ofers on security prices 145

announcement prices are made better off at the expense of the outstanding debtholders. Due to explicit and/or implicit limitations in protective co- venants, the debtholders now bear greater risk of default but receive the same interest payments from the firm. Preferred stockholders who do not or cannot convert their preferred stock to debt are hurt because claims of equal standing are elevated to senior standing, thereby increasing the preferred stocks risk of 10~s.~

If corporate tax and/or bankruptcy cost effects exist, a change in capital structure can cause a change in the firms investment decisions that change the firms rate of return variance inducing a secondary redistribution effect. When the firms variance is decreased the senior non-convertible debt and preferred stock increase in value while thecommon stock, warrants and conversion feature ofdebt and preferred stock decrease in value (and vice versa for a decrease in variance). This secondary redistribution of wealth can reinforce or reduce the primary redistribution of wealth discussed previously. Given the far-ranging implications of this redistribution of wealth hypothesis for the effects of corporate financing decisions on the values of firm securities, it is important to determine its empirical validity and level of significance.

2.4. SummurJ, of throrrticul predictions

Table 1 summarizes the predicted effects of capital structure change given by the three hypotheses: interest deductibility under corporate taxation. expected costs of bankruptcy and reorganization and wealth redistributions under incomplete protective covenants. Observed security price changes can reflect the impacts of all three hypotheses. There are three categories of capital structure change shown: exchanges of debt for outstanding common stock, exchanges of preferred stock for outstanding common stock and exchanges of debt for outstanding preferred stock. The qualitative predictions of the three hypotheses are given for the change in market values of each major class of firm securities. It is assumed in each case that the senior security is being issued to retire the junior security. It is important to note that when firm debt is increased the predictions of the corporate tax hypothesis are opposite from those of the expected cost of bankruptcy hypothesis. On the other hand, while these two hypotheses individually make

lJUnder ImplicIt covenant llmltatlons common stockholders can be hurt to a small extent. because in an Involuntary reorganization common stockholders can still receive some payment from the lirm but the sire of this payment 15 diminished as the preferred stock IS converted mto higher priority debt claims.

The debt and preferred stock on table I are assumed to be noncon\ertlblr securities. If this were not the case, the security would experience not only the effects of otherwise similar nonconvertible securities but also the effects experienced by the common stock into which the security is convertible.

Table

1

Pre

drc

ted c

orp

ora

te t

ax.

bankr

uptc

y co

st a

nd r

edis

trib

utr

on e

ffect

s on t

he v

alu

es

of

outs

tandm

g s

ecu

rity

cla

sses

class

ifie

d b

y ty

pe o

f exc

hange

off

er

Incr

easi

ng fi

rm l

eve

rage.

Capit

al

stru

cture

changes

claw

hed

by

type a

nd e

ffect

s C

hange r

n

mark

et

valu

e

Debt

for

com

mon

Pre

ferr

ed for

com

mon

Debt

for

pre

ferr

ed

of

exi

stin

g

secu

rity

C

orp

ora

te

Bankr

uptc

y R

edis

tri-

Corp

ora

te

Bankr

uptc

y R

edrs

tri-

Corp

ora

te

Bankr

uptc

y R

edis

tri-

class

es

tax

cost

butr

on

tax

cost

buti

on

tax

cost

buti

on

Com

mon

Posr

tive

Negati

ve

Posi

tivje

N

one

None

Posi

tive

Posi

tive

Negati

ve

None o

r st

ock

negati

ve

Pre

ferr

ed

Posi

tive

Negati

ve

Negati

ve

None

None

Negati

ve

Posi

tive

Negati

ve

stock

Posi

tive

Ris

ky

Posi

tive

Negati

ve

Negati

ve

None

None

debt

None o

r Posi

tive

Negati

ve

Negatw

e

negati

ve

If

the d

irect

ion o

f th

e e

xchange IS

revers

ed. s

ecu

rity

valu

atr

on e

ffect

s pre

sente

d in

the b

ody

of

the t

able

will

be r

evers

ed. N

ote

that

the p

redic

ted

change in

a s

ecu

rity

s v

alu

e is

the s

um

of

these

thre

e in

div

idual

eff

ect

s.

This

hold

s only

for

pre

ferr

ed s

tock

iss

ues in

volv

ed I

n t

he o

ffer.

uniform qualitative predictions for the values of each of the firms major classes of securities, this is not the case for the predictions of the re- distribution of wealth hypothesis. The differential predictions described in table 1 are important for the interpretation of the empirical results.

2.5. Prdictions of other theories

Although there is no limit to the number of theories which predict effects due to capital structure changes, at least two other recently developed theories have interested financial theorists. The first theory posits that managers, motivated to communicate insider information concerning firm value to the public, undertake costly capital structure changes that act as validated signals of this information [Ross (1977) and Leland-Pyle (1977)]. It is suggested that firms signal an increase in firm asset \,alue by increasing leverage in Ross, and by decreasing leverage in Leland Pyle. Howecer, neither of these models specifies the new information that management is releasing concerning firm asset value, making separation of this signalling effect from other hypothesized effects of capital structure change difficult. As a consequence. the signalling hypothesis will not be formally tested.

Other types of information effects are also possible. For instance, the agency cost model predicts that a firms capital structure affects management incentives to make particular firm related decisions. Consequently, the likelihood of future capital structure and asset structure decisions will be altered in predictable directions given a current change in capital structure. This is an information effect quite separate from the effect predicted by the Ross model which also could affect security price adjustments. Other information effects are also conceivable.

A second alternative hypothesis explaining the observed security price effects of exchange offer announcements is the offer premium hypothesis. An exchange offer premium is defined as the difference between the pre- announcement market price of the security being retired minus the post- announcement market value of the securities being offered in exchange. The hypothesis presumes that the price of the security being purchased by means of an exchange offer must rise by the amount of the exchange offer premium to ensure a continuance of secondary market trading. This requires that some securityholders must be indifferent to tendering to the firm or selling in the secondary market. It is implicitly assumed under this hypothesis that there is an upward sloping supply curve for the security being tendered, possibly due to heterogeneous capital gains liabilities. It follows that while some securityholders will prefer to tender, others will not. As a result, there will be an intra-security class redistribution of wealth to those securityhol- ders tendering from those securityholders not tendering. Furthermore, at the end of the offer period, the securitys price should fall by more than the

exchange offer premium to reflect both the wealth loss experienced by the remaining securityholders and the end of the opportunity to tender the security to the firm at a price premium (relative to the pre-announcement price).

3. Description of exchange offers and sample properties

An example of a typical exchange offer is CIT Financial Corporations January 196X offer to exchange $100 fact value of 6.75 percent non- convertible debentures for each share of outstanding $5 par non-convertible preferred stock tendered. CIT Financials preferred stockholders acceptance of this offer resulted in the issuance of $46 million in debentures and the retirement of 462,500 shares of preferred stock.

Generally speaking, an exchange offer gives one or more security classes the right to exchange part or all of their present holdings for a different class of firm securities. Although generally open for one month, the offer is often extended for an additional number of weeks just prior to the initial expiration date. The terms of exchange offered to the tendering securityhol- ders typically involve a package of new securities of greater market value (in terms of pre-exchange offer announcement prices) than those being tendered. with the difference in these securities values considered an exchange offer premium. Most exchange offers state a maximum number of securities which can be exchanged and a maximum duration for the offer. Indenture restrictions on the firm generally limit the magnitude of any repurchases of common stock through new issues of preferred stock or debt. In addition, many offers are contingent upon acceptance by a minimum number of securityholders. The exchange offer process generally lasts four to five months during which the firm issues a number of announcements regarding the proposed exchange. On average, initial announcement dates precede the beginning of the exchange offer by nine weeks, and the average life of the offer is about seven weeks.(

In contrast to the voluntary securityholder participation and relatively long time period an exchange offer is open, recapitalizations generally require the participation of all securityholders of the affected class and occur at a single point in time. The management of the corporation generally proposes a plan of recapitalization which, if approved by the board of

A few firms announced exchange offers with unusually long intervals between the initiatmn

of the offer and its termination date. While this lmplics a longer delay before the capital structure change is to occur, and hence a possible impact on the six of the security price

changes, no further analysis is made due to the small number of events involved. For a more extensive dlscussmn of recapltahaations, see Guthmann Dougall (1962).

directors is then submitted to those securityholders who will be directly affected by the changes. The plan of recapitalization, which requires the approval of a majority of each affected security class, generally requires that all holders of the class of securities being retired accept the exchange of securities. From this point on, the term exchange offer will include recapitalizations. a

3.2. Tux consequences of exchunge oglers

An increase in a firms outstanding debt resulting from an exchange offer produces two complementary effects on corporate income tax liabilities: an original issue discount2 (or premium) on the new debt issue and tax deductible debt interest payments. An original issue discount, which is treated as an expense of the corporation, is the difference between the face value of the debt and its issue price. If an original issue discount is less than L of 1 percent of the redemption price at maturity multiplied by the number 4 of complete years to maturity (5:/, for a twenty year bond), the issue discount is considered zero. Since 1969, original issue discounts must be allocated equally over the life of the debt instrument. The effect of an original issue discount is to increase a firms corporate tax deductions derived from the flotation of a given amount of a new debt when it is issued at a significant price discount. Just the opposite effect occurs under an

original issue premium. Similarly. when a firm redeems debt at a price below (above) the issue price, the difference is treated as ordinary income (or loss).

With respect to personal income taxation, the most important feature of the tax code is that the corporate income tax deductions derived from interest payments, original issue discounts. and redemption premiums are personal income tax liabilities of the debtholders. Thus. any change in the corporations taxable income has an equal. though opposite, effect on the taxable income of investors acquiring or tendering this debt. This does not mean that the taxes paid to the government are invariant under this voluntary transfer of tax liabilities, because the marginal income tax rates of the corporation and these securityholders can differ.

Stockholders can also incur a capital gains tax liability by tendering their stock for debt just as if they had sold their stock for cash. Thus, these offers often occur when the stocks are selling at historically low prices, a

Recapitahzations comprise a relatively small portion of ON sample (23 events out of a total sample of 163 events).

See Bittker Eustice (1971) for a more thorough discusslon of the tax questlons covered here. See Section 368(a) (I) of the Internal Revenue Code. If. after tendering shares, the investor holds X0 percent or more of the firms shares and

voting control which he initially held. this repurchase may be treated as a cash dividend under Section 302 of the Internal Revenue Code.

150 R.19: Masulis, Effects of exchange c~ffeers on security prices

point at which most stockholders incur little or no capital gains liability on the exchange of their stock for debt.

3.3. Expenses incurred in the exchange offer process

Firms making exchange offers incur significant expenses in this process, including compensation paid to broker -dealers, accounting and legal fees for registering the securities under Federal and State security laws, and stock transfer taxes. Estimates of the cost of direct administrative and legal services, assuming the offer is fully subscribed, range between 0.1 percent and 10 percent of the market value of the common stock prior to the initial offer announcement. These cost estimates average about 2 percent of the stocks value. Consequently, even if the change in capital structure has no tax, bankruptcy cost, or other effects on firm value. these transaction costs alone would result in a small negative effect.

Debt and preferred stock issues with incomplete covenant protection against the effects of exchange offers must exist if redistributions of wealth unrelated to the abrogation of the absolute priority rule are to exist. For 20 percent of the firms in the sample, indentures of outstanding debt issues do not preclude or require compensation for the issuance of new debt of either equal or senior standing. In analyzing the effects of exchange offers on debt issues, special attention is given to the evidence of redistributions of wealth experienced by the holders of debt issues with such incomplete protective covenants.

3.5. Sources of rxchtrngr offer unnouncements und sumple design

Initially all proposed exchange offers and recapitalizations made in the 14- year period between mid-1962 and mid-1976 were collected. Public an- nouncement dates of the proposed capital structure changes were obtained primarily from the Wall Street Journal Index, firm prospectuses, and questionnaires which were sent to all presently existing companies listed in the sample.23

Exchange offers are classified primarily by the direction of their effect upon firm leverage. Approximately two-thirds of the sample involves increases in leverage. Of this group, the largest percentage is represented by exchanges of debt for common stock, while for decreases in leverage, exchanges of common for preferred stock are most numerous.

ZLThis evidence 1s obtained from exchange offer prospectuses.

About 85 percent of these fmns responded positively to the questionnaire and, in most cases, prowded copies of relevant press releases and other related material.

The following sample selection criteria were imposed in order to limit the observable price effects solely to the announcement of exchange offers and to confine the sample to those events having reliable data sources:

(1)

(2)

(3)

(4)

Only offers with a determinate initial announcement date and by companies having common stock listed on the NYSE or the ASE at the time of the proposal were included.

Only offers which alter the level of debt or preferred stock outstanding were considered (offers must involve more than one major class of firm securities. i.e., common, preferred, or debt).+

Cash and other asset distributions associated with the exchange offer were limited to a maximum of 25 percent of the value of the affected securities being tendered in the offer.

Firms with announcements of other major asset structure or capital structure changes which were made within one week prior to or following the initial offer announcement were excluded.5

Of the 188 offers initially found to meet the first two criteria, 163 remained after the entire screening process. Even after passing this screening process, the offer must still be considered an trppr-oxinnrtiorl to a pure capital structure change because claims to fractional shares of new securities were paid in cash, some offers involve small cash distributions and there are transaction costs of making the offer.

While it is difficult to be certain that a specific public announcement conveys only one particular type of information, our sample design minim- izes the probability that new information regarding firm asset values and risk characteristics is being released in close proximity to the exchange offer

If debt, common and preferred stock are all Involved in the exchange offer. it is requtred that the change in debt and preferred stock outstanding be in the same directton while the change m common stock outstanding be in the opposite direction. Exchanges whose sole effects are to increase debt coupon rates and weaken Indenture covenants. Increase debt maturity. or Increase debt coupon rates while decreasing debt face value. arc among those events excluded from this analysis.

Thus, announcements of new issues, redemptions or repurchases of securltles. mergers, acquisitions, spinoffs, major new Investments. large new contracta and large changes in net mcome which exceed 25 percent of the value of the vzcurmea tendered tn the offer, as well as announcements of changes m dividend policy. late payment of debt interest. ImpendIng bankruptcy, major discoveries, and new patents which were made wlthin one week of the Initial olTer announcement dtsquahfled those events from the sample.

There are 19 and 6 events eliminated by criterja (3) and (4), respectively. Of the IY events elimmated by criterion (4). almost all were the result of other announcements made on the date of the initial exchange offer announcement. In addltlon, one should note that of the 163 events In our sample. 29 mdehmtely postponed or cancelled their offers.

Exchanges having a cash or asset component in the offer less than 25 percent of the newly issued securities value represented 23 events In the final sample.

announcement. However, the relationship between security price changes and capital structure change can still be confounded if capital structure change announcements consistently communicate particular insider information con- cerning firm value to the market or have a significant impact on the market assessment of future changes in the firms asset or capital structure.28 However, no systematic patterns of later (or earlier) capital or asset structure

changes were observed in the years that the offers occurred. A more extensive analysis of the properties of the final exchange offer sample is available in Masulis (1978).

3.6. Security daily mtes of return

Rates of return for NYSE and ASE listed common stocks for the three months surrounding the announcement date were obtained from the Center for Research in Security Prices Daily Rate of Return Tape covering the period mid-1962 through mid-1976. The market rate of return is approxi- mated by the rate of return on the Standard and Poors 500 Stock Index, which weights the stocks comprising the index by their relative market values.

Daily rates of return for preferred stock are calculated for the ten trading days before and after the initial exchange offer announcement data using the closing prices listed in Standard and Poors N YSE D(lily Stock Record and ASE Duily Stock Remrd. Bid-ask averages are used when traded prices are unavailable, and cash dividends are added to the rates of return on their ex-dividend dates.

Bond rates of return are also calculated for ten trading days around the initial exchange offer announcement. Daily sule prices were obtained from the Wall Street Journul; if unavailable, bid -ask averages were not used due to limitations in data availability and reliability. Rates of return are adjusted for daily interest accruals and coupon payment dates. Interest coupon rates and payment dates were obtained from Standard and Poors monthly Bond Guide.

While our overall sample is limited to firms with common stock listed on the NYSE or ASE at the time of the exchange offer announcement, the outstanding preferred stock or debt issues of the sample firms are not subject to this criterion. Not surprisingly, only a subset of the firms in the exchange offer sample have preferred stock and/or debt issues listed and actively traded on one of the two major stock exchanges.

Tr~ter~on (4) could in principle induce some selection bias ICI the results, in that exchange offers may be associated wth the signalllng of insider information concerning firm value and risk would be partially fIltered out by our sample criteria.

153

4. Methodology

4.1. Por[folio formcdtion in ewnt time

For this analysis, portfolios are formed in event time; so that each portfolio daily rate of return represents an average of security returns for a common event date. The event date is defined as the number of trading days before or after the announcement date under scrutiny, where day 0 is the date of the actual announcement.

Security returns are not calculated for days when security prices are unavailable, and as a result these securities are not included in the portfolio returns for these days. If a trading halt in the security occurs on the day after the announcement date. the next trade price is substituted for the day 1 closing price, so that the announcement effect will not be obscured.

The returns of the actively traded issues of preferred stock or debt listed on the NYSE or ASE require further adjustment. To eliminate any bias in portfolio returns due to over-representation of firms with multiple issues of a given security class. security returns are weighted. The weights used arc the reciprocals of the number of security issues per exchange offer represented in a given portfolio, so that each exchange offer has equal weight in a giLen portfolio of securities.

Separate portfolios of convertible and non-convertible debt and preferred stock are formed in much of the analysis not only because differential price effects are predicted for various types of capital structure changes (their convertibility into common stock implies that these securities should share in the same effects observed for the common stock). but also because ,the convertible securities rate of return variance and systematic risk, on average, are considerably higher than those of the non-convertible securities. This latter characteristic would tend to obscure effects of exchange offers on the non-convertible issues.

4.3. Meawremrr~t of irlformution &c.ts on security price

To assess the average magnitude and statistical significance of security price changes or rates of return which accompany specific corporate an- nouncements, security specific announcement effects must be separated from unrelated market pricing effects. Assume that the stochastic process generat-

lEarlier studvzs using this approach include Fama-Fisher Jensen- Roll (1969), Jaffe (1974), Ibbotson (1975). and Ellert (1976).

154 R. W Masulis, .Efects of exchange &m on security prices

ing security rates of return is

r,, = ,LQ, + &.

where E(&,)=O and cov(Zi,,Fi,_ , )=0 for all i and all t. The serially uncorrelated stochastic disturbance term, ii, represents both

marketwide influences and security specific effects. The non-stochastic term p,, is a market determined function of the assumed asset pricing model and security specific attributes (e.g. distributional properties of security returns). This general formulation of security returns process is clearly consistent with the well known variants of the Capital Asset Pricing Model.

A securitys expected return can also be written as a function of the conditional expectations of its disturbance term,

where Oj, =0 means that no capital structure change is announced by firm i at time t. while (I,, = 1 means that a specific capital structure change is announced by firm i at time t. and P(lli, = X) is the probability that ni, = X.

As shown in table 1, the sign of E(F,, 1 Ui, = 1) is a function of the security class and the type of capital structure change announced. Consequently. if such an announcement is known to have occurred in a given period. the securitys conditional expected return will differ from ,u~, in a predictable direction.

In order to assess the impact of new information on security prices, it is necessary to separate ci, from the announcement period returns by subtracting out an estimate of /li,. The conventional approach to estimating /ii, is to first estimate a variant of the market model which specifies a statistical relationship between contemporaneous security and market returns (the most widely used formulation being Fi, =q +pir,, + 2:). The markets announcement period return is then substituted into the estimates re- lationship to yield ,L,, = 3ii + bi~,l.-31 An alternative approach for estimating p,,, termed the Comparison Period Returns approach, is utilized in this study. In this alternative approach. a securitys mean return ,LQ, is estimated from a time series of the securitys returns over a representative period (not including the announcement period) which is defined as the comparison period. This yields an unbiased estimate of /li, given that the securitys return process is stationary over the period of observation. Once ,iit is determined. the announcement period disturbance term q, can, in turn, be estimated. Since p,( is not known for certain in either approach. estimation error will

For a further discussion of this point. see Ross (1976) This approach assumes that the correct specification of the market model IS bung estlmatcd

and that this relatron~hlp is statmnary OWI- the obser\atwn perwd. Note that I(,! Includes the stochastic market-related disturbance term. w that is IS a security-xpecific dtsturbance turn; while in the Comparison Period Approach

R.W Musulis, Effects cf exchmge offers on ,mxrity prices 155

exist in ti, and furthermore, the disturbance term can be affected by other factors in addition to the announcement under study (such as deviations from the mean return on the market). However, since the first of these two influences on iir is independent across securities, its impact can be minimized by forming a portfolio in event time of these individual securities experienc- ing a common announcement effect. Furthermore, when the sample of announcement dates is strictly non-contemporaneous in calendar time, the latter influence on iir will be independent across securities in event time, regardless of whether the impact of the market return has been subtracted out or not.

4.4. Testing procedure: The compmrison period returns upprouch

Under the Comparison Period Returns approach, it is useful to view the portfolios mnouncemnt period expected return as equal to the average of the individual securities expected disturbance terms conditional on a com- mon announcement E(?,;( Oi, = 1) plus the portfolios cornptrrison pcriotl expected return. Consequently, a test of whether or not the announcement period disturbance term is zero can be formulated by simply testing whether the announcement period mean return is significantly different from the comparison period mean return. In the alternative market model approach, one tests whether or not the announcement period return minus /I,, is significantly different from zero.

Given that security returns are independent across non-contemporaneous calendar time and that the second and third moments are finite. portfolio daily returns and time series averages of portfolio daily returns approach normal distributions for large samples under the Central Limit Theorem.32 A related random variable which will also be studied is the portfolios percentage of security daily returns that are positive for a given event day. To obtain the distribution of this random variable, classify the independent security returns in the portfolio as one if positive or zero if non-positive. This yields a set of binary variables which are Bernoulli distributed. Summing (or averaging) these binary variables yields a binomially distributed random variable which also approaches a normal distribution in large samples under the Central Limit Theorem.

Assuming that portfolio daily returns and percent of security returns positive are normally distributed and stationary, significance tests of leverage change announcement effects on security prices can be constructed. Under these assumptions, a conventional t test for the the equality of announcement

Further, there is a conchtion on the smallness of the absolute thud moment whvzh must also hold; see Dhrymes (1970, pp. 104 105). One could alternatlvely standardue the individual security returns by their respective standard deviations estimated over the time period prior to the comparison period to increase the rate of convergence of the distribution to a normal distribution.

156 R.W Musulis, Eff;crs ofrxchongr oJfers on securit): prices

period and comparison period means is used to test the null hypothesis of no leverage effect against the alternative hypothesis of a positive or negative leverage effect depending on the particular hypothesis under consideration.33 In this approach, the standard error is computed from the time series of portfolio daily returns from the announcement and comparison periods.

Applying the Comparison Period Returns approach in this study, it is assumed that the appropriate length of the comparison period is 60 trading days before and after the initial announcement date for common stock and 10 trading days before and after the initial announcement date for preferred stock and debt. To evaluate the reasonableness of this procedure, Masulis (1978) compared the pre- and post-announcement subperiods of the overall comparison period. On the whole, the data indicates that the two subperiods exhibit very similar mean returns, and that aggregating these subperiods has little effect on the comparison period returns mean and standard deviation, relative to the magnitude of the announcement effect.3 There are a number of advantages to the Comparison Period Returns- approach used in this study. 35 First, the difficulties associated with using the alrernative Market Model approaches, namely the problem of determining the appropriate

33See Mood Graybill Boes (1974. p. 435). This IS a standard difference of means test statistic which is t distributed with parameter r, + 7 - 2,

where r, = number of portfolio dally returns m the comparison period, rz =number of portfolio daily returns m the announcement period, I, =portfollos comparison period mean dally return, .sI =standard deviation of the comparison period mean return, r,U =portfolios announcement period mean dally return. and .s2 -standard deviation of the announcement pertod mean dally return.

The test procedure used here 15 slmllar in spirit to tests usmg a matched pair comparison, though the pairs arc of unequal siLe. Note that this t test assumes that the true standard deviations for the two periods are equal.

A f test for the difference between the two means could not reject the null hypothesis of equal mean5 at a 5 percent signlflcancc levct. ImplicIt in the use of prc- and p0st-ilnn011nccmcnt returns is the presumption that the securitys unconditional expected return /L,! is unaffected by the announcement being studied, and therefore that the securitys post-announcement com- parison subperiod mean return is likewise unaffected. In the case of exchange offers. it 1s presumed that any leverage induced changes in security risk and expected return occur beyond the end of the comparison period. Specifically a change in Icicrage will cause a like change in the risk and expected return of the firms common stock at the time of the capital structure change under PropositIon II of Modlgllani Miller (1958). Note that an announced future change in leverage haa no impact on the stockholders risk bearing in the Interim period prior to the actual period of the leverage change. Consequently there should be no change in the stocks expected return in the intertm period. For the exchange offer sample being studied, the Initial ofFer announcement. on average. precedes the actual capltat structure change by four months. which is considerably beyond the end of the chosen comparison period. If this were not the case, the comparison period should be restricted to the period preceding the Inma announcement date. One exceptlon to this argument is the secondary tevcrage chlnsc cau\cJ by a change in firm market value, which IS assumed to be empirically msigmficant.

5However. the announcement effects were tested for c~gn~licance using varmus standard market model approaches where \imilar flndlngs wcrc ohtalnctl. a\ dcscrlbcd !n Masutls t 1978).

market index and the associated estimation error and specification error involved in correctly determining a security returns specific contempo- raneous relationship with the market return are avoided.j6 Comparing these two approaches using simulations based on monthly returns drawn from non-contemporaneous calendar time, Brown Warner (1980) conclude that

the Comparison Period Returns approach is at least as powerful and often more powerful than market adjusted approaches such as the one-factor market mode1.37

4.5. Formit of the trrhles

A series of tables follows in which the portfolios announcement period mean daily returns are compared with the portfolios mean daily return for a pre- and post-announcement period which is termed the comparison period. In each table, column 1 indicates the number of trading days before or after the exchange offer announcement date (where day 0 is the announcement date), column 2 contains the portfolio daily returns. and column 3 shows the percentages of securities with strictly positive daily returns. Near the bottom of each table are the mean and standard deviation of the comparison period portfolio daily returns, along with the mean and standard deviation of the comparison period mean percentage of security daily returns strictly positive. These statistics are calculated excluding the two-day announcement period (day 0 and day 1).

5. Empirical results

In the results to follow initial announcement effects for increases and decreases in leverage on common stock returns are presented. The sample of common stocks is segmented by type of exchange offer into returns predicted to exhibit tax and offsetting bankruptcy effects. only redistribution effects and all three effects. The sample of preferred stocks is likewise segmented by type of exchange offer into returns predicted to exhibit tax and offsetting bankruptcy and redistribution effects, only redistribution effects, and tax, redistribution and offsetting bankruptcy effects. in analyzing debt. convertible issues are separated from non-convertible issues, and their respective returns segmented into exchange offers predicted to cause tax and offsetting bank- ruptcy and redistribution effects or no effect on debt prices. Lastly, debt returns of issues having obviously incomplete protective covenants. which are predicted to exhibit larger redistribution effects. are separated from the returns of other debt issues.

.See the discussion by Roll (1977), Gonedes (1973) and others. This conclusion should be even stronger in the case of daily returns as used III this study

since the signdicance of the market model as Indicated by Its R IS much lower for daily data than for monthly data.

158 R. IV Musu/i,s, @ixts of rwhunge yfirs OH scc,urit 1 p~?wc

5.1. Initial announcement effects on common stock

A basic question this study seeks to answer is whether or not an alteration in a firms capital structure has any measurable impact on its securities prices. A partial answer to this question is contained in table 2, where the

Table 2

Common stock rates of return for inltlal announcements of offer5 Increasing and decreasing

leverage.

Increasmg le\crage announcements Decreasing leverage announcements N= 106 iv=57

Event Portfolio daily :,, of stock Event Portfolio dally ,: of stock

day returns (:A) returns >O day returns (7,) returns >O

-30 -20 -28 -27 -26 -25 -24 -23

7,

-21 -20 ~ 19 --. I 8 ~ 17 ~ I6 ~ 15 - 14 ~~ 13 ~~ 12 PII ~ IO

-9 -8 -7

-6 -5 -4 -3 .~ 2 -I

0 I

0.27 38.0

-0.40 36.0

-0.34 25.0

PO.04 31.0

O..% 41.0

0.05 39.0

-0.19 26.0

0.16 33.0

-0.30 32.0

0.20 34.0

0. I5 35.0

0.04 33.0

0.02 38.0

0.0x 39.0

~ 0.02 38.0

0.69 35.0

-0.18 35.0

-0.18 32.0

0.5 1 43.0

0.35 42.0

po.3x 42.0

-0.34 31 .o

0.03 43.0

0.53 41.0

0.40 36.0

0.2) 42.0

0.16 31.0

0.62 43.0

0.15 40.0

0.50 38.0

4.51 6Y.0

3.12 58.0

2 0.00 37.0

3 -0.71 27.0

4 0.21 40.0

5 ~ 0.09 34.0

6 -0.54 26.0

-30 I.16 -29 -0.48 -28 -0.92 -27 1.26 -26 PO.49 -25 0.28 -24 I .22 -23 0.16 -22 0.60 -21 0.87 - 20 0.0 I -19 0.15 -1x PO.43 -17 ~ 0.0x -16 -0.01 -15 - 0.20 -14 0.24 -13 0.74 - 12 0.12 -II -0.23 ~ 10 - 0.54

-9 1.02 -8 0. I 7 -7 -0.13 -6 1.43 -5 - 0.43 -4 -- 0.09 -3 0.60

7 I .20 -I 0.74

0 - 2.98 1 -2.39

2 0.06 3 - 0.60 4 0.26 5 0.46 6 0.30

39.0 27.0

30.0 41.0 30.0 29.0

45.0 44.0 40.0 40.0 30.0 40.0 44.0 33.0 32.0 39.0 33.0 47.0 23.0 32.0 28.0 44.0 3Y.O 33.0 33.0 30.0 30.0 46.0 36.0 49.0

11.0 25.0

30.0 33.0 28.0 32.0 21.0

Increasing leverage announcements N-106

Decreasrng leverage announcements N=57

Event Portfolio daily y> of stock day returns (f) 0 returns>0

Event Portfolio dally day returns ( {,)

:, of stock returns > 0

I 0.15 30.0 8 -0.26 27.0 9 PO.06 39.0

10 0.19 37.0 11 - 0.08 29.0 12 0.46 37.0 13 - 0.33 34.0 14 -0.87 20.0 15 ~ 0.05 38.0 16 0.00 38.0 17 0.56 39.0 18 0.41 36.0 19 0.09 40.0 20 0.05 38.0 21 0.53 45.0 22 0.20 36.0 23 -0.01 36.0 24 -0.52 25.0 25 0.10 26.0 26 0.48 42.0 27 - 0.23 32.0 2x 0.35 41.0 29 0.35 37.0 30 0.17 35.0

Cr~mp~risorr period Portfolio mean daily return =0.07 Standard deviatron =0.35 Mean percent of stock dally

returns>O=35.0 Standard devration = 5.10

7 0.31 35.0 8 0.39 39.0 9 -0.14 37.0

10 ~ 0.47 29.0 11 0.4 I 33.0 12 -0.68 28.0 13 - I .03 26.0 14 0.95 37.0 15 -0.21 35.0 16 -0.21 30.0 17 - 0.28 26.0 18 0.90 39.0 19 1 .OO 34.0 20 0.88 37.0 21 0.74 30.0 22 -100 21.0 23 - I.11 28.0 24 0.89 40.0 25 0.08 23.0 26 0.57 33.0 27 - 0.96 30.0 28 0.92 33.0 29 - 0.45 32.0 30 0.60 30.0

Comprrrison period Portfoho mean dally return = 0.12 Standard devration==O.hh Mean percent of stock dally

returns>O=33.0 Standard deviation = 6.38

effects on common stock of the initial exchange offer proposals to increase and decrease leverage are presented along with stock returns for half the 120- day comparison period. The observed announcement date price adjustments in the common stock are dramatic. For leverage increases. the common stock portfolio two-day announcement period return is 7.6 percent.3s Moreover,

It is virtually impossible to determine whether an announcement is made before or after the close of the stock market; if the latter IS the case. the effect should not be seen in the rate of returns unttl day 1. Furthermore, if the news media IS the source of the initial public announcement, rt is presumed that the announcement actually occurred on the prevrous frtrding day. This means that weekend announcements appearing in print on Monday will be incorrectly attributed to the previous Friday.

given that more than 79 percent of these 106 common stocks have positive returns for the two-day announcement period, we can conclude that these results are not due to a few large outtiers. Testing for significant differences between the portfolios announcement period mean daily return and mean percentage of daily returns strictly positive from their respective comparison period means yields t statistics of 14.6 and 7.8, respectively, which are statistically significant at the 5 percent level.

For the portfolio of leverage decreases, the two-day announcement period return is -5.4 percent, while over 84 percent of these 57 common stocks have negative returns for the announcement period. Testing for significant differences between the portfolios announcement period mean daily return and mean percentage of daily returns strictly positive from their respective comparison period means yield f statistics of 6.1 and 5.1. respectively, which are also statistically significant. Thus, the stock price change appears to have the same qualitative relationship to announced leverage changes regardless of the direction of the change and in both cases represents highly significant deviations from the comparison period means. The lack of any discernible lagged effects after day 1 is consistent with the stock market prices efficiently processing new information in exchange offer announcements. Looking at portfolio daily returns, there is little evidence of significant pre-announcement information leaks. However, in testing for insider information leaks in certain subsamples of exchange offers, Masulis (1978) found evidence suggesting insider information leaks for 10 percent of the offers.

Increases and decreases in leverage are jointly studied in most of the following analysis. Returns associated with announcements of negative changes in firm leverage are normalized by multiplying these securities rates of return by a minus one before they are averaged with returns of securities associated with announcements of positive changes in leverage. Thus, all the normalized announcement period returns should exhibit the effects of increasing leverage. The theoretical presumption is that the effects of capital structure change are unidirectional once standardized for the direction of the firms leverage change. Not all theories are consistent with this presumption. Specifically, some theories of optimal capital structure predict that the sign of the combined tax and bankruptcy cost effects is positive in all cases given that the firms are maximizing net present value. Consequently the combid effects of taxes and bankruptcy costs are not undirectional once standardized for the direction of leverage change. However the previous evidence is

This is compared to a mean of 42 percent of these stocks havmg a two-day positive return for the twenty-day comparison period surrounding the announcement period. The low percent of stocks having a strictly positive two-day return reflects the significant probability that a realized return can equal zero due to either non-trading of the security, or a price change that is less than $118.

inconsistent with this asymmetric effect. Note that the entire time series is normalized, not just the two-day announcement period. In a portfolio context this is analogous to short selling securities of firms announcing decreases in leverage.

5.1 .I. Separation of corporate tax and redistribution @cts

In an attempt to isolate the causes of the large exchange offer announce- ment effects, offers are separated by type of capital structure change. Based on the earlier discussion summarized in table 1 (row l), common stock experiences positive corporate tax and redistribution effects and a negative bankruptcy cost effect in debt-for-common exchange offers. In debt-for- preferred offers, common stock experiences a positive corporate tax effect and a negative bankruptcy cost effect. In preferred-for-common offers, common stock experiences a positive redistribution effect. These predictions suggest that the average effect of debt-for-common offer announcements should be equal to the sum of the average effects of debt-for-preferred and preferred- for-common offer announcements. Furthermore, a comparison of the latter two types of exchange offers yields separate estimates of the corporate tax and bankruptcy cost effects and the redistribution effect, assuming no other effects such as those discussed at the end of section 2 are present.

In table 3, only the portfolio of common stock returns for 20 trading days around the announcement date are nresented: the remainder of the com- parison period results can be found in Masulis (1978). Table 3 shows an

announcement period return of 9.79 percent for debt-for-common exchange offer portfolio. The t statistic of the difference between announcement and comparison period mean daily returns is 12.5. The announcement period return for preferred-for-common exchange offer portfolio of 3.34 percent is sti!l large. but considerably below that for debt-for-common offer portfolio. The associated t statistic for the difference in announcement and comparison period mean daily returns is 4.5. Finally, in the case of debt-for-preferred exchange offers, the portfolios announcement period return is 4.63; these returns are again less than that found for the debt-for-common offer portfolio. The t statistic for the difference in announcement and comparison period mean daily returns is 5.8. In each case. the portfolio announcement period mean daily return and mean percentage of positive common stock daily returns are significantly different from their respective comparison period means (the r statistics for the difference between the announcement period and comparison period mean percentages of positive daily returns for the three samples are 8.2. 4.5 and 5.8, respectively).

These results (especially the statistically significant announcement effects for columns two and three) indicate the presence of a redistribution effect

Table

3

Com

mon s

tock

rate

s of

retu

rn f

or

init

ial

off

er

announce

ments

.

Debt-

for-

com

mon e

xchange o

ffers

Pre

ferr

ed-f

or-

com

mon e

xchange o

ffers

D

ebt-

for-

pre

ferr

ed e

xchange o

ffers

N

=85

N=

43

N=

43

Event

day

Port

folio

daily

re

turn

s ( l

i)

Y,

of

stock

re

turn

s >

0

Event

Port

folio

daily

:/

, of

stock

day

re

turn

s (

,)

retu

rns >

0

- 10

0.1

9

47.0

-9

-0

.72

28.0

-8

-0

.75

37.0

-7

0.6

0

44.0

-6

0.0

2

44.0

-5

0.5

2

47.0

-4

0.5

0

47.0

-3

-

0.9

0

28.0

-2

-

0.0

4

37.0

-1

-

0.6

6

35.0

0

2.1

3

67.0

1

1.2

1

51.0

2

0.5

7

51.0

3

- 0.5

9

35.0

4

0.6

3

44.0

5

- 0.9

4

26.0

6

-0.2

2

33.0

7

- 0.0

6

37.0

8

-0.2

2

33.0

9

-0.5

8

40.0

10

0.0

9

51.0

Event

day

Port

folio

daily

re

turn

s (%

) %

of

stock

re

turn

s >

0

- 10

-0.2

2

39.0

-9

-0

.74

27.0

-8

0.1

4

41.0

-7

0.4

9

39.0

-6

0.1

9

42.0

-5

0.4

5

38.0

-4

-

0.0

4

25.0

-3

0.2

3

32.0

-2

-0

.57

37.0

-1

0.8

5

43.0

0

6.0

1

73.0

1

3.7

8

61.0

2

- 0.0

6

34.0

3

-0.3

2

27.0

4

-0.4

7

25.0

2

- 0.1

8

1.0

2

39.0

24.0

7

-0.2

0

33.0

8

- 0.4

5

25.0

9

0.2

2

36.0

10

0.2

9

32.0

Com

paris

on

perio

d Port

folio

m

ean d

aily

retu

rn =

-0.0

4

Sta

ndard

devi

ati

on =

0.5

4

Mean p

erc

ent o

f st

ock

daily

retu

rns r

0 =

33 .O

Sta

ndard

devi

ati

on =

6.7

9

- 10

-9

-8

-7

-6

-5

-4

-3

0.2

2

53.0

0.1

4

35.0

0.0

1

42.0

0.4

1

35.0

-

1.0

2

35.0

-0

.23

44.0

0.2

6

35.0

1.0

0

47.0

-0

.32

38.0

-0

.50

24.0

0

1.9

6

69.0

1

2.6

7

56.0

2

- 0.6

5

37.0

3

0.2

0

37.0

4

0.2

6

49.0

5

-0.1

8

40.0

b

0.4

6

42.0

7

0.2

5

35.0

8

- 0.4

3

26.0

9

0.2

2

40.0

10

0.4

2

38.0

Com

paris

on

perio

d C

om

pari

son p

eri

oll

Port

folio

m

ean d

ally

retu

rn =

0.0

2

Port

foho

mean d

ally

retu

rn =

O.O

b Sta

ndard

devi

ati

on=

0.5

1

Sta

ndard

devi

ati

on =

0.5

5

Mean p

erc

ent o

f st

ock

M

ean p

erc

ent o

f st

ock

dally

retu

rns z

0 =

40.0

dally

retu

rns>

O=

37.0

Sta

ndard

dew

ati

on =

7.1

4

Sta

ndard

dew

atl

on =

7.0

9

To

hig

hlig

ht

the a

nnounce

ment eff

ect

i

10 t

radin

g d

ays

of

the s

am

ple

of

_t60 d

ays

are

pre

sente

d. T

he d

ata

elim

inate

d s

how

ed n

o l

arg

e

posi

tive o

r negati

ve v

alu

es

nor

any

unusu

al patt

ern

s. T

he e

ntl

re table

IS

pre

bente

d in

Masu

hs

(1978).

and a somewhat greater corporate tax effect. However, a comparison of the debt-for-common exchange offer announcement returns with the sum of the debt-for-preferred and preferred-for-common announcement returns points out the limitations of this standard procedure for analyzing average an- nouncement effects. Given that the magnitudrs of the proposed capital

structure changes across offers are not homogeneous. it comes as no surprise that the announcement effect of debt-for-common exchange offer portfolio does not equal the sum of the announcement effects of the other two exchange offer portfolios. In a separate paper, Masulis (1979) develops a cross-sectional model which relates individual announcement rates of return to the size of each announced capital structure change to obtain a more accurate measure of the magnitudes of the corporate tax and redistribution effects. The estimated model has statistically significant tax effect and redistribution effect coefficients which support the findings of this study.

The positive impact of debt-for-preferred exchange offers on common stock returns indicates that the tax effect is on average larger than the expected cost of bankruptcy effect. This is also consistent with the prediction of a zero or small negative redistribution effect. However, by separating debt-for- preferred offers by direction of leverage change, the predictions of the Robicheck ~Myers and Kraus -Litzenberger models, which are conditional on the firms maximizing net present value. can be tested. While the samples are

small. as seen in table 4. the results for 20 trading days around the initial offer announcement support a net corporate tax effect in both subsamples. The portfolios announcement period mean daily returns in both cases exceed their respective comparison period mean returns and have r statistics of 2.32 for increasing leverage announcements and 5.20 for decreasing leverage announcements. The results for the decreasing leverage subsample appear to indicate that firms do not always maximize stockholder wealth and/or that the expected cost of bankruptcy is generally not large enough to offset the tax benefits of debt. This is a puzzling result which could be explained in a number of ways. First management may not always choose to maximize net firm value which is the same conclusion Smith (1977) makes for a different capital structure related decision. This conclusion is potentially consistent with the prediction of the Jensen -Meckling analysis of managements in- centives to avoid bankruptcy so as to maximize the value of their labor contracts with the firm even at the expense of not maximizing stockholder wealth. Alternatively this negative portfolio announcement period return could be the result of a negative signalling effect caused by the leverage

Note that the positive tax &XI experienced by the portfolio of common stocks does not necessarily imply a hnear relationship between a change in debt outstandlng and the change in common stock value as m the prediction of the Modiglianl- Miller (1963) tax model. This result is also consistent with a concave relatmnship such as that predicted by the Brennan Schwartz (lY7X) model.

164

Table 4

Common stock rates of return for initial offer announcements

Offers to exchange debt

for outstandmg preferred stock

N=34 _______

Event Portfoho daily IO

-10 0. I.1 56.0 -9 0.13 35.0 -8 -0.28 47.0

-1 0.38 41.0

-6 -0.01 29.0

-5 0.39 47.0

-4 0.84 41.0

-3 1.35 50.0 1

r; - -0.14 0.40 41.0 24.0

0 1.50 65.0

1 0.63 50.0

2 -0.17 38.0 3 ~ 0.43 29.0

4 0.76 53.0

5 -0.26 38.0

6 0.42 44.0

7 0.5x 32.0

x -0.65 26.0

9 ~ 0.25 41.0

IO 0.20 41.0

Cw~p~r~iso~~ period Portfoho mean daily return = 0.12

Slandard dcblatwn ~0.57

Mean percent of stoch

daily returns > 0 = 38.0

Standard dewatlon = 8.50

OKers to exchange preferred stock

for outstanding debt N=9

Event Portfoho dally ;, of stock

day returns ( O

- IO - 0.59 33.0

-9 -0.19 22.0

-8 - 1.10 22.0 -7 -0.51 22.0

-6 4.85 33.0

-5 2.56 22.0

-4 I.91 44.0

-3 0.31 22.0

3 I .09 38.0 -1 0.92 38.0

0 -3.91 0.0 1 - IO.38 0.0

2 2.46 33.0

3 _ 2.55 22.0 4 I .64 44 0 5 -0.14 22.0

6 -0.61 22.0

7 1.00 44.0

x -0.41 11.0 Y - I .Y7 I I .o

10 - 1.20 33.0

CompUri,\on piotl

Portfoho mean dally return =O. 1 X Standard deviation = 1.84

Mean percent of stock

daily relurns>O=29.0

Standard dc\ Patton = 15.57 -~- ~-

decrease, or some other negative information effect. Given the small sample involved, a definitive answer to this question does not seem possible at this time.

5.12. hTf+ct.s of offer curicellirtion urd termiwtion unnoum7eme~lt.s

Masulis (1978) explored two important related announcements. offer

cancellations and offer expirations or terminations, and found that for the 20 cancellation announcements, the announcement period return (trading days

A number of addItIonal exchange offer related announcements are studted in Masulls (197X), however, these announcement effects were small m magnitude and generally not statistxally slgnilicant with the exception of the announcement of the offer terms or alteration of terms.

R.W Masulis, Effects of exchange offers on security prices 165

- 1, 0, and 1) for the portfolio of common stock was -6.86 percent4 This announcement period mean daily return is statistically significantly different from the comparison period mean (the t statistic was 3.84). Furthermore, the cancellation announcement period return was approximately the same magnitude but opposite the direction of the initial exchange offer announce- ment period return.

Termination announcements are also predicted to cause negative effects of similar magnitude to the cancellation effects if, as some researchers have suggested, announcement period price changes are primarily due to exchange offer premiums. (An exchange offer premium is defined as the difference between the post-announcement market value of the securities being offered in exchange and the pre-announcement market price of the security being retired.) Without an exchange offer premium effect, an offer termination should have only small negative impact relative to the effects of initial announcement. This small price change reflects a relatively small adjustment in market expectations of an otherwise larger capital structure change were the offer to be extended (and only in the cases where the announced termination date is prior to the previously stated final expiration date). The termination period return for a portfolio of 124 non-cancelled offers (a subset of offers where exact termination dates were available) was found to be -0.89 percent which is much smaller than the initial exchange offer announcement period nortfolio return. This finding is evidence inconsistent with the exchange offer premium hypothesis described in section 2.

5.1. O&r unnouncrment ejjects on preferred stock

While a significant positive relationship between common stock price changes and proposed changes in firm leverage has been observed. the question remains as to whether capital structure change announcements have any effect on the prices of the actively traded preferred stock or debt. In an attempt to answer this question, preferred stock daily returns are separated by type of announced capital structure change to allow for !he different predicted effects shown in table 1 (row 2).

To make the following results easier to interpret, plots are included of the portfolios daily returns, standardized by subtracting p, the 19-day trading comparison period mean of these daily returns and dividing the remainder by five times the standard deviation of these daily returns, CJ. Values greater than five standard deviations from the mean are plotted at the five standard deviation points. At the bottom of the plot is a scale measuring the number of standard deviations from the comparison period mean return that a given portfolio daily return lies.

2Since the data on the cancellatwn announcements wa, ICW ;KCIIT;~~C. rradltlg day - I ~~1s also mcluded in the announcement permd.

Fig

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The predicted effect of a debt-for-common capital structure change on preferred stock valuation is ambiguous, since the positi\,e corporate tax effect can be offset by negative bankruptcy cost and redistribution effects. F-if. 1 presents the weighted average returns (normalired for the direction of the leverage change) for this subsample of 27 issues of convertible preferred stock representing 14 separate exchange offers. The two-day announcement period return for this portfolio of preferred stocks is 1.58 percent which is in the same direction as that observed for common stock. The t statistic of 3.96 indicates a statistically significant difference between the announcement period and the ISday comparison period mean daily returns, implying that the corporate tax effect exceeds the bankruptcy cost and redistribution effects for these preferred stock issues. This result appears to be due to the convertibility of these issues, since the two-day announcement period return of 0.20 percent for the portfolio of non-convertible preferred stock shown in the lower half of fig. 1 is much smaller. The r statistic for the difference between this portfolios announcement period mean daily return and com- parison period mean is 0.57. which is not statistically significant.

Although no corporate tax or bankruptcy cost effects are predicted in the case of preferred-for-common exchange offers, a negative redistribution effect (assuming common stock is retired and preferred stock is issued) is predicted. Consistent with this prediction, the upper half of fig. 2 shows a striking negative two-day announcement period return of -5.6 percent where the t statistic of 5.8 indicates that the announcement period mean daily return is statistically different from the comparison period mean at a 5 percent signiticance level. It should be noted that this effect is due primarily to the non-convertible preferred stock issues in the portfolio.

The 23 preferred stock issues associated with the 18 debt-for-preferred exchange offers are predicted to experience both positive redistribution and corporate tax effects and a negative bankruptcy cost effect.J The lower half of fig. 2 shows a large positive portfolio return of 3.4 percent for the two-day announcement period with an associated f statistic of 6.2, indicating that the announcement period mean daily return is significantly different from the comparison period mean daily return. This result, representative of both convertible and non-convertible preferred stock issues, is consistent with the predictions of both corporate tax and redistribution effects.

5.3. OjJer announcement effects on debt

Referring back to table 1 (row 3) for debt-for-common and debt-for- preferred exchange offers (which increase leverage). risky debt issues are

Convertible and non-convertible preferred stock ISSL~CS are separately analyzed by type of exchange offer. However. for brevity. these rewlts are only summarized.

In cases where preferred stock is bemg rctlrcd, only Issues of preferred stock involved m the

offer are included in the portfohos: as 1s assumed in table I.

168

predicted to experience a positive corporate tax effect and negative bank- ruptcy cost and redistribution effects. Throughout the following analysis, the impact of exchange offer announcements is separately assessed for the outstanding convertible and non-convertible debt issues. Also considered are the effects of leverage change on securities with one form of incomplete protective covenants: namely, outstanding debt issues which do not preclude new issues of debt of equal or senior standing.

After separating debt issues into convertible and non-convertible securities. it becomes clear that the effects of capital structure change are strikingly different for these two groups. Fig. 3 presents the portfolio daily returns o\er a 2l-day trading period centered around the exchange offer announcement date for the two types of securities. While the portfolio of 47 convertible debt issues (representing 32 exchange offers) experiences a 0.2 percent gain in price. the portfolio of 49 non-convcrtiblc debt issues (representing 26 exchange offers) experiences a loss of 0.3 pcrccnt for the two-day ~I~I~OLIIKX- ment period. The r statistics for the difference between these two announcc- ment period mean daily returns from the comparison period means arc I.45 and 3.1. respectively, with only the latter return being statistically significant at a 5 percent level. These results indicate that changes in convertible debt prices are positi\,ely related to change> in the underlying common stock prices, a finding which can be due to both their convertibility and anti- dilution clauses. The latter feature generally requires that favorable acljust- ments be made in the exercise price of the con\crtible securities when common stock is repurchased or non-cash rights are offered to the common stockholders increasing the value of the warrants and convertibles beyond that due to the rise in stock price. In contrast. the non-convertible debt issues are predicted to experience negative bankruptcy cost and redistri- bution effects which appear to exceed the predicted positive tax effect.

5.32. Lkbt i.s.sws ~c.if/l ir7c~orttplcrc~ protwfir~r corcwifflt~

If a redistribution effect does cause part of the price change in debt issues, separating debt issues according to whether or not they have incomplete

protective covenants should confirm this prddiction.J Partitioning the debt into those issues which prohibit the issuance of additional debt of equal (or senior) standing without debtholder approval (termed covenant protected debt) and those which do not (termed unprotected debt), yields the results shown in fig. 4. For the portfolio of 52 convertible and non-convertible securities with this covenant protection. the announcement period return is a positi1.e 0.18 percent. The I statistic of 1.28 indicates that the announcement

period mean daily return is not statrstrcally different from the comparison period mean. In contrast, the announcement period return for the portfolio of 44 securities without this covenant protection shows a loss of 0.77 percent. The t statistic of 3.0 indicates that the announcement period mean daily return is statistically different from the comparison period mean. Moreover, as the redistribution hypothesis predicts. the debt issues with incomplete protective covenants are, on average. adversely affected by the announced capital structure changes.

To explore this issue in more depth. the portfolio of outstanding debt Issues having obviously incomplete protective covenants is separated into convertible and non-convertible issues. The upper half of fig. 5 presents the exchange offer announcements impact on the 26 convlertible debt issues represented in the previous figure. The portfolio announcement period return is -0.45 percent. The associated t statistic for the difference between the announcement per-rod and comparison period mean daily returns of 0.93 is not statistically significant. Importantly, convertible debt issues with incom- plete protective covenants do not share in the sizeable price gain experienced by the common stock and the convertible debt issues as a whole.

The lower half of fig 5 presents the announcement effect for the corresponding portfolio of 18 non-convertible debt issues. The announcement period return is -0.84